COOPERATIVE DISTRIBUTION AGREEMENT

COOPERATIVE DISTRIBUTION AGREEMENT (MP3)

RECITALS:

Welcome to cannibalmusic.com, inc.'s Digital Delivery Service. You must enter into this Cooperative Distribution Agreement (sometimes referred to hereinafter as the “Agreement”) if you want to submit, including but not limited to, compact discs (hereinafter “CDs”), music, Media [as hereinafter defined below in paragraph 3(c)], Materials [as hereinafter defined below in paragraph 3(b)] and any and all other content (hereinafter sometimes referred to jointly and severally as the “Works” or “Work”) to cannibalmusic.com, inc.'s Digital Delivery Service (the "Service").

As used in this Agreement, "we," or "cannibalmusic.com," or "us," means cannibalmusic.com, inc., its Affiliates and/or assigns, and "you" means the individual and/or entity submitting, including but not limited to, CDs, music, Media, Materials and/or other content to cannibalmusic.com, inc.

Any individual or entity that wants to use the Service must accept the terms of this Agreement without change. By adding this item to your shopping cart, and completing the credit card transaction, you will have fully AGREED TO THIS COOPERATIVE DISTRIBUTION AGREEMENT.

The initial cost for the Service is only $19.99 plus 6% Florida sales tax ($21.19 total).

After payment for this Service, you agree to promptly furnish us, at your sole cost and expense, with one (1) original music track in MP3 format, not to exceed 5 megabytes, together with an original image, in jpg or gif format, to be used to identify your MP3.

Subject to any and all terms of this Agreement, we will offer for sale and fulfill orders for INSTANT DIGITAL DOWNLOAD of your Work. We will provide secure credit card processing for all transactions. We will promote your Work at our website, by including, but not limited to, a sound preview, a description and the image you provided for a minimum of one year.

Subject to any and all terms of this Agreement, and, more specifically, paragraph eight (8) below, we will generally pay you fifty (50%) percent of any reasonable selling price that you set as your sole remuneration (your “royalty”). It is understood and agreed we will charge the buyer our reasonable shipping and handling charges together with the applicable taxes. The shipping and handling charges together with the applicable taxes will not be included in the calculation of your compensation.

We will pay you monthly, after our credit card company and bank have advised that the buyers' funds have cleared our accounts and the sales are final.

This deal is NON-EXCLUSIVE. You’re free to market your Work elsewhere.

After one year of promotion, we may archive, remove and/or suspend your Work from the Service without terminating this Agreement, which shall remain in full force and effect.

TERMS AND CONDITIONS:

1) Recitals. Both you and we acknowledge that the foregoing recitals are true and correct, incorporated herein and agreed to by this reference as if fully set forth hereat.

2) Eligibility. You may only submit Materials, as defined below, to the Service for which you own and/or control all intellectual property rights. In other words, if you submit a song to us, you must either own all the rights in the sound recording (including rights in the performance embodied in the sound recording) and the musical composition (the music and words) or have the express written authorization of the person who does own those rights. For example, if you have recorded a song written by another individual, you may not submit it to us without the composer's written permission. Similarly, you must have all rights, including without limitation, all copyrights, trademark rights and publicity rights of third parties, to any and all Materials that you submit to the Service. Further, the Service is limited to parties that lawfully can enter into and form contracts under applicable law. Minors may not submit Materials to the Service.

3) Definitions. As used in this Agreement, (a) "Affiliates" means any entity controlled by, in control of, or under common control with cannibalmusic.com, inc., (b) "Materials" means any and all content that you submit to cannibalmusic.com, inc., including, but not limited to, any and all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs and video, and (c) "Media" means any means of conveying information, including, without limitation, the Internet, Digital Files, Downloadable Files, Compact Disc ("CD"), DVD, MiniDisc or other portable media, Television, Film, Broadband, and/or Radio, whether now known or hereafter devised.

4) License Grant for Materials. You hereby grant to cannibalmusic.com, inc., its Affiliates and/or assigns, a nonexclusive, irrevocable, worldwide, perpetual license to (a) reproduce, distribute, transmit, publicly perform, sell, and publicly display the Materials, in whole or in part, in any manner and Media, (b) create samples of the Materials, including, without limitation, any and all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs, and video that are included in or with the Materials, and reproduce, distribute, transmit, sell, and publicly perform such samples, in any manner and Media, (c) create compilations that contain the Materials, including but not limited to any and/or all sound recordings, musical compositions, lyrics, photographs, illustrations, graphics, text, computer programs, and video that are included therein, and to reproduce, distribute, transmit, sell and publicly perform such compilations, in any manner and Media, and (d) encode or otherwise convert the Materials into such formats, such sizes and in any Media as may be required by cannibalmusic.com, inc., its Affiliates and/or assigns to carry out the Service.

5) License for Trademarks and Likenesses. You hereby grant to cannibalmusic.com, inc., its Affiliates and/or assigns, a nonexclusive, irrevocable, worldwide, perpetual license to use all trademarks, trade names, and the names and likenesses of any individuals that appear in the Materials. We will use these marks, names and likenesses only in connection with the Service and the Materials.

6) Third Parties Acting on Our Behalf. The licenses that you are hereby granting extend to cannibalmusic.com, inc., its Affiliates &/or assigns, and/or to any individual or entity designated or otherwise engaged by cannibalmusic.com, inc., &/or its Affiliates, &/or its assigns, to the extent such individual or entity is acting on our &/or any Affiliate's &/or any assign's behalf.

7) Your Commitment to Supply the Media Containing the Materials (i.e. CDs) and Obtain and/or Pay for Licensing. We may decide, in our sole discretion, to offer your Work in any and all Media. In that event, you agree to furnish us with as many hard copies as we, in our sole discretion, deem are necessary to fulfill anticipated demand. You bear the entire cost of furnishing us with your Materials on Media suitable for sale. In the event you cannot meet demand, and/or fail to promptly send us the hard copies of the Media containing the Materials (i.e. CDs) for any reason, and/or fail to obtain any and all licensing for the Material(s) in any and/or all Media (including but not limited to compulsory, mechanical, internet, new media, and/or performance licenses and/or fees), we, at our sole and exclusive option and at your sole and exclusive expense, may obtain any and all licensing that we deem, in our sole discretion, is necessary to fully enjoy the grant of the licenses contained within this Agreement, and, use your Materials and Media as a master or masters, and make copies thereof in any and all Media which will be deemed to be licensed to us pursuant to the terms contained in paragraphs 4, 5, and 6 of this Agreement, and more generally, pursuant to all terms contained in this Agreement, which shall remain in full force and effect.

8) Your Royalty, Our Right to Reduce Your Price, and Our Monthly Membership Plan. Generally, we will pay you fifty (50%) percent of the selling price you set for your Work as your sole remuneration (your “royalty”) for each sale thereof. We may reduce your selling price to the lowest price advertised anywhere. We may adjust your selling price if it is unreasonable. We may give a reasonable discount to any customer who purchases greater than $25.00 at any one time, and/or becomes a registered member of our community. In the event we do reduce, adjust and/or discount your selling price, your royalty shall be fifty (50%) percent of the reduced, adjusted and/or discounted price. We may offer membership plan(s) allowing unlimited downloads of any and all Work(s) for a reasonable monthly membership fee, in which event, you will not receive a “royalty” based upon the selling price that you set for any and all Work(s) downloaded pursuant to our monthly membership plan(s), but, instead, for those downloads you SHALL receive twenty-five percent (25%) of the price, which we, in our sole discretion, set and actually receive for the monthly membership plan(s) (prorated monthly), times a fraction, of which the numerator will be the number of files containing your Work(s) downloaded pursuant to the monthly membership plan(s) for the month, and of which the denominator will be the total number of files downloaded pursuant to the monthly membership plan(s) for the month. Notwithstanding anything to the contrary contained herein, with respect to compilations, in any and all Media, embodying your Work(s), together with those of others, the price, which we in our sole discretion will set for the compilation, shall first be reduced by any and all expenses and/or costs (including without limitation, recording, production, manufacturing, licensing, packaging, and Media) we incur, or will incur, with respect to same on a prorated basis, and your royalty shall be twenty-five percent (25%) of the net price (after deduction of the foregoing expenses and costs) times a fraction, of which the numerator will be the number of files of your Work(s) contained in the compilation, and of which the denominator will be the total number of files contained in the compilation. It is understood and agreed that for any and all sales whatsoever, we will charge the buyer our reasonable shipping and handling charges together with the applicable taxes. The shipping and handling charges together with the applicable taxes will not be included in the calculation of your royalty and/or compensation for our monthly membership plan(s). Your royalty together with your compensation for our monthly membership plan(s) shall be your sole remuneration under this Agreement.

9) Representations, Warranties and Indemnities. You represent and warrant to cannibalmusic.com, inc., its Affiliates, and/or assigns, that (a) you have the right, power, and authority necessary to enter into this Agreement, to fully perform your obligations hereunder, and to grant the licenses set forth in Paragraphs 4, 5, and 6 above, (b) you will comply fully with all terms of this Agreement, (c) the Materials submitted to us by you, do not and will not violate, misappropriate or infringe any intellectual property right, including but not limited to trademark rights, copyrights, moral rights and publicity rights of any third party, (d) you possess all rights necessary for the reproduction, distribution, transmission, public performance, sale, public display, and other exploitation of the Materials by us, our Affiliates, and/or assigns, including but not limited to the right to reproduce, distribute, sell and publicly perform any sound recording, video and/or musical composition included in the Materials in any and all Media, (e) the Materials are not pornographic, obscene, libelous, defamatory, tortious, or otherwise unlawful, (f) all factual statements included in the Materials or otherwise submitted by you are accurate and not misleading, (g) you have either complied and will continue to comply with the compulsory licensing provisions of Title 17 of the United States Code, or have paid and will continue to pay any and all licenses (including but not limited to compulsory, mechanical, internet, new media, and/or performance licenses and/or fees) for the performance, sale, manufacture, reproduction and/or distribution, including, without limitation, digital reproduction and/or digital distribution and/or digital broadcast and/or streaming over the internet or otherwise, of the Materials in any and all forms and/or Media, (h) you understand and agree any and all Materials in any and all forms and Media will not be copy protected or watermarked; notwithstanding, it is and will be unlawful for any and all third party(ies) to make unauthorized copies and/or engage in unauthorized distribution of the Materials, (i) you understand and agree that it is your sole responsibility, at your sole cost and expense, to prevent the unauthorized duplication, reproduction and/or distribution of the Materials, and (j) neither you, the Materials, nor the Media violate any and all laws, including but not limited to U.S. federal, state, and local laws, regulations, rules, statutes, etc. You agree to indemnify, defend, save and hold cannibalmusic.com, inc., its Affiliates and/or assigns harmless from, including but not limited to, any and all claims, suits, liabilities, damages, and expenses (including, without limitation, reasonable attorneys' fees and expenses) that are inconsistent with any and/or all representation(s), agreement(s), understanding(s), covenant(s) and/or warranty(ies) set forth in this Agreement and/or that arise from your breach of any and/or all representation(s), agreement(s), understanding(s), covenant(s) and/or warranty(ies) set forth in this Agreement.

10) Restrictions. You agree that you will not submit Materials that are unlawful, pornographic, libelous, defamatory, tortious, obscene, or racially, ethnically or otherwise objectionable, or that otherwise violate general cannibalmusic.com, inc. community standards. We expressly reserve the right to remove or not make available any Materials in any and all Media that we deem to be in violation of this Agreement, applicable laws or our community standards in our sole discretion. You agree that you will not upload, post, e-mail or otherwise transmit Materials to us &/or our Affiliates &/or our assigns that contain software viruses or any other computer code, files, or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

11) No Obligation. Although we have the right to include your Materials in the Service or in any Media at any time, we do not have the obligation to offer them for sale or display them at our website beyond the first year of Service. We may, in our sole discretion, archive the Material and offer it again for sale at any time. You may pay an annual fee, which is to be determined, to insure that your Materials are not archived, but displayed and offered for sale after the first year of Service. After the first year of Service, we may archive, remove or suspend the Materials in any and all Media from the Service without terminating this Agreement, which shall remain in full force and effect.

12) cannibalmusic.com, inc.'s Intellectual Property. Without our prior written consent, you may not use our intellectual property, including, without limitation, our trademarks, trade names, trade dress, or copyrighted material, in any manner.

13) Waiver. TO THE FULLEST EXTENT ALLOWED BY LAW, CANNIBALMUSIC.COM, INC. ITS AFFILIATES AND/OR ASSIGNS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO SUCH DAMAGES ARISING FROM BREACH OF CONTRACT OR WARRANTY OR FROM NEGLIGENCE OR STRICT LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF (OR KNEW OR SHOULD KNOWN OF) THE POSSIBILITY OF SUCH DAMAGES.

14) Disclaimer. TO THE FULLEST EXTENT ALLOWED BY LAW, WE PROVIDE THE SERVICE "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING OUR SITE AND THE PRODUCTS AND/OR SERVICES OFFERED THROUGH OUR SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF THIRD PARTY RIGHTS.

15) Miscellaneous. This Agreement is our entire understanding and all prior understandings, representations, negotiations, and/or agreements, if any, are merged herein. Any changes to this Agreement must be in writing and signed by the party to be charged. If any provision of this Agreement is declared invalid by any tribunal, then such provision shall be deemed automatically adjusted to conform to the requirements for validity as declared at such time and, as so adjusted, shall be deemed a provision of this Agreement as though originally included herein. In the event that the provision invalidated is of such a nature that it cannot be so adjusted, the provision shall be deemed deleted from this Agreement as though the provision had never been included herein. In either case, the remaining provisions of this Agreement shall remain in full force and effect. This Agreement is entered into in Broward County, FL, and the venue of any litigation concerning this agreement shall be Broward County, FL. The prevailing party in any litigation concerning this agreement shall be entitled to a reasonable attorney's fee together with costs and any other relief a court of competent jurisdiction may award. We reserve the right to reject, for any reason whatsoever, unsuitable and/or unprofitable CDs. You may not assign your rights nor delegate your duties under this Agreement, by operation of law or otherwise, without our prior written consent, which may be unreasonably withheld. We may assign this Agreement and/or delegate our duties under this Agreement without your consent. This Agreement will be binding on and be enforceable against you by our respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently. The parties agree there shall be no interpretation, rule, law and/or presumption applied to this Agreement requiring construction of any and all ambiguities that may be contained herein against the maker or drafter. Paragraph headings are for convenience only and are not intended to expand or restrict the scope or substance of the provisions of this Agreement. Wherever used herein, the singular shall include the plural, the plural shall include the singular, and pronouns shall be read as masculine, feminine or neuter as the context requires. Any notice given under this Agreement must be in writing and sent by certified or registered mail. You agree, warrant and represent that you will execute and furnish to us any and all further documents that we, in our sole discretion, need to effectuate or enforce any of the provisions herein. By checking the buy box for this item, Cooperative Distribution Agreement (MP3) a/k/a “Distribution Agreement-MP3,” at http://cannibalmusic.com, selecting the "add to cart" button, and completing the credit card transaction, you will have accepted any and all terms and conditions listed above and this Agreement shall become binding upon us.

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